LPC Law Notes Private Acquisitions Notes
A collection of the best Mergers and Acquisitions* notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LPC samples from outstanding students with the highest results in England and carefully evaluating each on accuracy, formatting, logical structure, spelling/grammar, conciseness and "wow-factor".
In short, these are what we believe to be the strongest set of Mergers and Acquisitions notes available in the UK this year. This collection is ...
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Stakebuilding
Advantages of Stakebuilding
Acquire shares at market price before an offer is made
Can be cheaper as won’t be paying a premium at this point
Can be cheaper as share price may increase when offer announcement is made
Closer to reaching 50% in the target’s voting shares required by Rule 10 of the Code
If percentage kept below 3% then don’t need to alert anyone DTR 5.1.2R
Closes out rivals
Shareholders may be more likely to accept an offer if offeror is already a hefty shareholder
Disadvantages of Stakebuilding
Snapping up the shares could cause the price of the shares to increase
Offeror will own the shares if the offer fails
Could trigger an announcement if there are rumours and/or fluctuations in market price
974(2) CA 2006 Prior purchases do not count towards the 90% squeeze out provisions
A purchase may dictate the level or nature of the consideration the offer may pay pursuant to the offer
Implications
Rule 4.1 prevents anyone other than the offeror from building a stake in the offeree where they have confidential price-sensitive information about an intended offer, until the offer, or approach, is announced
Rule 5.1 prevents the offeror acquiring any interest in the offer company shares which would carry 30% or more of the voting rights in the offeree company except where a circumstance in Rule 5.2 applies
Rule 5.2(a) acquisition from a single shareholder, when it is the only acquisition within a 7-day period
Rule 5.2(b) acquisition immediately before a 2.7 announcement
Rule 5.2(c) After a 2.7 announcement and the offeree company board has agreed to the acquisition, OR the offeree company board has recommended the offer, or a competing offer OR the first closing date of the offer has passed and the offer has been cleared on competition grounds OR the offer is unconditional in all respects
Rule 5.2(d) acquisition by way of acceptance of a bid
Rule 9 If a person does acquire a 30% interest, they must make a mandatory bid
Irrevocable undertakings do not count
Rule 6.1 If there is an acquisition within 3 months prior to an offer period, the offer must be on the same or better terms
STATE OFFER PERIOD
Rule 11.1 If there is an acquisition within 12 month prior to an offer period for cash and those shares carry 10% or more of the voting rights then the offer must be in cash or have a cash alternative
STATE OFFER PERIOD
Rule 11.2 If there is an acquisition within 12 month prior to an offer period for share for share exchange & those shares carry 10% or more of the voting rights then the offer must be in form of a share for share exchange
STATE OFFER PERIOD
DTR 5
Applicability
DTR 5.1.1R(1) DTR 5 applies to an issuer whose Home State is in the UK
Home State = registered office in the UK
DTR 5.1.1R(3)(b) DTR 5 applies to an issuer with shares traded on a regulated or prescribed market
Regulated market is the Main Market
Prescribed Market is AIM (FSMA & MiFID)
When is notification...
Buy the full version of these notes or essay plans and more in our Private Acquisitions Notes.
A collection of the best Mergers and Acquisitions* notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LPC samples from outstanding students with the highest results in England and carefully evaluating each on accuracy, formatting, logical structure, spelling/grammar, conciseness and "wow-factor".
In short, these are what we believe to be the strongest set of Mergers and Acquisitions notes available in the UK this year. This collection is ...
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